Pledge Agreement among BCO Holding Company



 Table of Contents 
  

					
	 	  	 	  	Page


			
	1.	  	 SECURITY FOR OBLIGATIONS
	  	2
			
	2.	  	 DEFINITIONS
	  	3
			
	3.	  	 PLEDGE OF SECURITIES, ETC.
	  	6
			
	 	  	 3.1 Pledge
	  	6
	 	  	 3.2 Procedures
	  	9
	 	  	 3.3 Subsequently Acquired Collateral
	  	11
	 	  	 3.4 Transfer Taxes
	  	11
	 	  	 3.5 Certain Representations and Warranties Regarding the Collateral
	  	12
			
	4.	  	 APPOINTMENT OF SUB-AGENTS; ENDORSEMENTS, ETC.
	  	12
			
	5.	  	 VOTING, ETC., WHILE NO EVENT OF DEFAULT
	  	12
			
	6.	  	 DIVIDENDS AND OTHER DISTRIBUTIONS
	  	13
			
	7.	  	 REMEDIES IN CASE OF AN EVENT OF DEFAULT
	  	13
			
	8.	  	 REMEDIES, CUMULATIVE, ETC.
	  	15
			
	9.	  	 APPLICATION OF PROCEEDS
	  	15
			
	10.	  	 PURCHASERS OF COLLATERAL
	  	15
			
	11.	  	 INDEMNITY
	  	16
			
	12.	  	 PLEDGEE NOT A PARTNER OR LIMITED LIABILITY COMPANY MEMBER
	  	16
			
	13.	  	 FURTHER ASSURANCES; POWER-OF-ATTORNEY
	  	17
			
	14.	  	 THE PLEDGEE AS COLLATERAL AGENT
	  	18
			
	15.	  	 TRANSFER BY THE PLEDGORS
	  	18
			
	16.	  	 REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGORS
	  	18
			
	17.	  	 LEGAL NAMES; TYPE OF ORGANIZATION (AND WHETHER A REGISTERED ORGANIZATION AND/OR A TRANSMITTING UTILITY); JURISDICTION OF ORGANIZATION;
LOCATION; ORGANIZATIONAL IDENTIFICATION NUMBERS; CHANGES THERETO; ETC.
	  	20
			
	18.	  	 PLEDGORS’ OBLIGATIONS ABSOLUTE, ETC.
	  	21

  

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 Table of Contents 
 (continued) 
  

					
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	19.	  	 SALE OF COLLATERAL WITHOUT REGISTRATION
	  	21
			
	20.	  	 TERMINATION; RELEASE
	  	22
			
	21.	  	 NOTICES, ETC.
	  	24
			
	22.	  	 WAIVER; AMENDMENT
	  	24
			
	23.	  	 SUCCESSORS AND ASSIGNS
	  	25
			
	24.	  	 HEADINGS DESCRIPTIVE
	  	25
			
	25.	  	 GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE; WAIVER OF JURY TRIAL
	  	25
			
	26.	  	 PLEDGOR’S DUTIES
	  	26
			
	27.	  	 COUNTERPARTS
	  	26
			
	28.	  	 SEVERABILITY
	  	26
			
	29.	  	 RECOURSE
	  	27
			
	30.	  	 ADDITIONAL PLEDGORS
	  	27
			
	31.	  	 LIMITED OBLIGATIONS
	  	27
			
	32.	  	 RELEASE OF PLEDGORS
	  	27

  

					
	 ANNEX A
	  	-	  	SCHEDULE OF LEGAL NAMES, TYPE OF ORGANIZATION, JURISDICTION OF ORGANIZATION, LOCATION AND ORGANIZATIONAL IDENTIFICATION NUMBERS
	 ANNEX B
	  	-	  	SCHEDULE OF SUBSIDIARIES
	 ANNEX C
	  	-	  	SCHEDULE OF STOCK
	 ANNEX D
	  	-	  	SCHEDULE OF NOTES
	 ANNEX E
	  	-	  	SCHEDULE OF LIMITED LIABILITY COMPANY INTERESTS
	 ANNEX F
	  	-	  	SCHEDULE OF PARTNERSHIP INTERESTS
	 ANNEX G
	  	-	  	SCHEDULE OF CHIEF EXECUTIVE OFFICES
	 ANNEX H
	  	-	  	FORM OF AGREEMENT REGARDING UNCERTIFICATED SECURITIES, LIMITED LIABILITY COMPANY INTERESTS AND PARTNERSHIP INTERESTS

  

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 Exhibit 10.4 
  
 PLEDGE AGREEMENT 
  
 PLEDGE AGREEMENT (as amended, modified, restated and/or supplemented from time to time, this “Agreement”), dated as of July 7, 2004,
among each of the undersigned pledgors (each, a “Pledgor” and, together with any other entity that becomes a pledgor hereunder pursuant to Section 30 hereof, the “Pledgors”) and Deutsche Bank Trust Company Americas,
as collateral agent (together with any successor collateral agent, the “Pledgee”), for the benefit of the Secured Creditors (as defined below). Except as otherwise defined herein, all capitalized terms used herein and defined in the
Credit Agreement (as defined below) shall be used herein as therein defined. 
  
 W I T N E S S E T H : 
  
 WHEREAS, BCO Holding Company, a Delaware Corporation (“Holdings”), BWAY Corporation, a Delaware Corporation (the
“Borrower”), the lenders party thereto from time to time (the “Lenders”), Deutsche Bank Securities Inc. and J.P. Morgan Securities Inc., as Joint Lead Arrangers, and Deutsche Bank Trust Company Americas, as
administrative agent (together with any successor administrative agent, the “Administrative Agent”) have entered into a Credit Agreement, dated as of July 7, 2004 (as amended, modified, restated and/or supplemented from time to
time, the “Credit Agreement”), providing for the making of Loans to, and the issuance of, and participation in, Letters of Credit for the account of the Borrower, all as contemplated therein (the Lenders, each Issuing Lender, the
Administrative Agent, the Collateral Agent, each other Agent and the Pledgee are herein called the “Lender Creditors”); 
  
 WHEREAS, the Borrower and/or one or more of its Subsidiaries may at any time and from time to time enter into one or more Interest Rate Protection
Agreements with one or more Lenders or any affiliate thereof (each such Lender or affiliate, even if the respective Lender subsequently ceases to be a Lender under the Credit Agreement for any reason, together with such Lender’s or
affiliate’s successors and assigns, if any, collectively, the “Other Creditors” and, together with the Lender Creditors, the “Secured Creditors”); 
  
 WHEREAS, pursuant to the Holdings Guaranty, Holdings has guaranteed to the Secured Creditors the payment when due of all
Guaranteed Obligations as described therein; 
  
 WHEREAS, pursuant
to the Subsidiaries Guaranty, each Subsidiary Guarantor has jointly and severally guaranteed to the Secured Creditors the payment when due of all Guaranteed Obligations as described therein; 
  
 WHEREAS, it is a condition precedent to the making of Loans to the Borrower
and the issuance of, and participation in, Letters of Credit for the account of the Borrower under the Credit Agreement and to the Other Creditors entering into Interest Rate Protection Agreements that each Pledgor shall have executed and delivered
to the Pledgee this Agreement; and 
  









 WHEREAS, each Pledgor will obtain benefits from the incurrence of Loans by the Borrower and the issuance
of, and participation in, Letters of Credit for the account of the Borrower under the Credit Agreement and the entering into by the Borrower and/or one or more of its Subsidiaries of Interest Rate Protection Agreements and, accordingly, desires to
execute this Agreement in order to satisfy the condition described in the preceding paragraph and to induce the Lenders to make Loans to the Borrower and issue, and/or participate in, Letters of Credit for the account of the Borrower and the Other
Creditors to enter into Interest Rate Protection Agreements with the Borrower and/or one or more of its Subsidiaries; 
  
 NOW, THEREFORE, in consideration of the foregoing and other benefits accruing to each Pledgor, the receipt and sufficiency of which are hereby
acknowledged, each Pledgor hereby makes the following representations and warranties to the Pledgee for the benefit of the Secured Creditors and hereby covenants and agrees with the Pledgee for the benefit of the Secured Creditors as follows:

  
 1. SECURITY FOR OBLIGATIONS. This Agreement is made by each
Pledgor for the benefit of the Secured Creditors to secure: 
  
 (i) the full and prompt payment when due (whether at stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, unpaid principal, premium, if any,
interest (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor or any Subsidiary thereof
at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding), reimbursement obligations under Letters of Credit, fees, costs and indemnities) of such Pledgor owing to
the Lender Creditors, whether now existing or hereafter incurred under, arising out of, or in connection with, the Credit Agreement and the other Credit Documents to which such Pledgor is a party (including, in the case of each Pledgor that is a
Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under its Guaranty) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in the Credit Agreement and in such
other Credit Documents (all such obligations, liabilities and indebtedness under this clause (i), except to the extent consisting of obligations, liabilities or indebtedness with respect to Interest Rate Protection Agreements, entitled to the
benefits of this Agreement being herein collectively called the “Credit Document Obligations”); 
  
 (ii) the full and prompt payment when due (whether at stated maturity, by acceleration or otherwise) of all obligations, liabilities and
indebtedness (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided
for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding) owing by such Pledgor to the Other Creditors now existing or hereafter incurred under, arising out of or in connection with any
Interest Rate Protection Agreement, whether such Interest Rate Protection Agreement is now in existence or hereinafter arising (including, in the case of a Pledgor that is a Guarantor, all obligations, liabilities and indebtedness of 

  









 
such Pledgor under its Guaranty in respect of the Interest Rate Protection Agreements), and the due performance and compliance by such Pledgor with all of
the terms, conditions and agreements contained in each such Interest Rate Protection Agreement (all such obligations, liabilities and indebtedness under this clause (ii) being herein collectively called the “Other Obligations”);

  
 (iii) any and all sums advanced by the
Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the Collateral; 
  
 (iv) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations or liabilities of such Pledgor
referred to in clauses (i) and (ii) above, after an Event of Default shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral,
or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys’ fees and court costs; 
  
 (v) all amounts paid by any Indemnitee as to which such Indemnitee has the right to reimbursement under Section 11 of this Agreement; and

  
 (vi) all amounts owing to any Agent or any of
its affiliates pursuant to any of the Credit Documents in its capacity as such; 
  
 all such obligations, liabilities, indebtedness, sums and expenses set forth in clauses (i) through (vi) of this Section 1 being herein collectively called the “Obligations”, it being acknowledged and agreed that the
“Obligations” shall include extensions of credit of the types described above, whether outstanding on the date of this Agreement or extended from time to time after the date of this Agreement. 
  
 2. DEFINITIONS. 
  
 (a) Unless otherwise defined herein, all capitalized terms used herein and defined in the Credit Agreement shall be used
herein as therein defined. Reference to singular terms shall include the plural and vice versa. 
  
 (b) The following capitalized terms used herein shall have the definitions specified below: 
  
 “Administrative Agent” shall have the meaning set forth in the recitals hereto. 
  
 “Adverse Claim” shall have the meaning given such term in
Section 8-102(a)(1) of the UCC. 
  
 “Agreement”
shall have the meaning set forth in the first paragraph hereof. 
  
 “Borrower” shall have the meaning set forth in the recitals hereto. 
  
 “Certificated Security” shall have the meaning given such term in Section 8-102(a)(4) of the UCC. 
  









 “Clearing Corporation” shall have the meaning given such term in Section 8-102(a)(5) of
the UCC. 
  
 “Collateral” shall have the meaning
set forth in Section 3.1 hereof. 
  
 “Collateral
Accounts” shall mean any and all accounts established and maintained by the Pledgee in the name of any Pledgor to which Collateral may be credited. 
  
 “Credit Agreement” shall have the meaning set forth in the recitals hereto. 
  
 “Credit Document Obligations” shall have the meaning set forth in Section 1(i) hereof. 
  
 “Domestic Corporation” shall have the meaning set forth in
the definition of “Stock.” 
  
 “Event of
Default” shall mean any Event of Default under, and as defined in, the Credit Agreement and shall in any event include, without limitation, any payment default on any of the Obligations after the expiration of any applicable grace period.

  
 “Exempted Foreign Entity” shall mean any
Foreign Corporation and any limited liability company organized under the laws of a jurisdiction other than the United States or any State or Territory thereof that, in any such case, is treated as a corporation or an association taxable as a
corporation for U.S. Federal income tax purposes. 
  
 “Financial Asset” shall have the meaning given such term in Section 8-102(a)(9) of the UCC. 
  
 “Foreign Corporation” shall have the meaning set forth in the definition of “Stock”. 
  
 “Holdings” shall have the meaning set forth in the recitals
hereto. 
  
 “Indemnitees” shall have the meaning
set forth in Section 11 hereof. 
  
 “Instrument”
shall have the meaning given such term in Section 9-102(a)(47) of the UCC. 
  
 “Investment Property” shall have the meaning given such term in Section 9-102(a)(49) of the UCC. 
  
 “Lender Creditors” shall have the meaning set forth in the recitals hereto. 
  
 “Lenders” shall have the meaning set forth in the recitals hereto. 
  
 “Limited Liability Company Assets” shall mean all assets,
whether tangible or intangible and whether real, personal or mixed (including, without limitation, all limited liability company capital and interest in other limited liability companies), at any time owned by any Pledgor or represented by any
Limited Liability Company Interest. 
  









 “Limited Liability Company Interests” shall mean the entire limited liability company
membership interest at any time owned by any Pledgor in any limited liability company. 
  
 “Location” of any Pledgor has the meaning given such term in Section 9-307 of the UCC. 
  
 “Non-Voting Equity Interests” shall mean all Equity Interests of any Person which are not Voting Equity Interests. 
  
 “Notes” shall mean (x) all intercompany notes at any time
issued to each Pledgor and (y) all other promissory notes from time to time issued to, or held by, each Pledgor. 
  
 “Obligations” shall have the meaning set forth in Section 1 hereof. 
  
 “Other Creditors” shall have the meaning set forth in the recitals hereto. 
  
 “Other Obligations” shall have the meaning set forth in
Section 1(ii) hereof. 
  
 “Partnership Assets”
shall mean all assets, whether tangible or intangible and whether real, personal or mixed (including, without limitation, all partnership capital and interest in other partnerships), at any time owned by any Pledgor or represented by any Partnership
Interest. 
  
 “Partnership Interest” shall mean
the entire general partnership interest or limited partnership interest at any time owned by any Pledgor in any general partnership or limited partnership. 
  
 “Pledged Notes” shall mean all Notes at any time pledged or required to be pledged hereunder. 
  
 “Pledgee” shall have the meaning set forth in the first
paragraph hereof. 
  
 “Pledgor” shall have the
meaning set forth in the first paragraph hereof. 
  
 “Proceeds” shall have the meaning given such term in Section 9-102(a)(64) of the UCC. 
  
 “Registered Organization” shall have the meaning given such term in Section 9-102(a)(70) of the UCC. 
  
 “Required Lenders” shall have the meaning given such term in
the Credit Agreement. 
  
 “Required Secured
Creditors” shall have the meaning provided in the Security Agreement. 
  
 “Secured Creditors” shall have the meaning set forth in the recitals hereto. 
  









 “Secured Debt Agreements” shall mean and includes (x) this Agreement, (y) the other
Credit Documents and (z) the Interest Rate Protection Agreements entered into with any Other Creditors. 
  
 “Securities Account” shall have the meaning given such term in Section 8-501(a) of the UCC. 
  
 “Securities Act” shall mean the Securities Act of 1933, as
amended, as in effect from time to time. 
  
 “Securities
Intermediary” shall have the meaning given such term in Section 8-102(a)(14) of the UCC. 
  
 “Security” and “Securities” shall have the meaning given such term in Section 8-102(a)(15) of the UCC and shall in any
event also include all Stock and all Notes. 
  
 “Security
Entitlement” shall have the meaning given such term in Section 8-102(a)(17) of the UCC. 
  
 “Stock” shall mean (x) with respect to corporations incorporated under the laws of the United States or any State or territory thereof or
the District of Columbia (each, a “Domestic Corporation”), all of the issued and outstanding shares of capital stock of any Domestic Corporation at any time owned by any Pledgor and (y) with respect to corporations not Domestic
Corporations (each, a “Foreign Corporation”), all of the issued and outstanding shares of capital stock of any Foreign Corporation at any time owned by any Pledgor. 
  
 “Termination Date” shall have the meaning set forth in Section 20 hereof. 
  
 “Transmitting Utility” has the meaning given such term in
Section 9-102(a)(80) of the UCC. 
  
 “UCC” shall
mean the Uniform Commercial Code as in effect in the State of New York from time to time; provided that all references herein to specific Sections or subsections of the UCC are references to such Sections or subsections, as the case may be,
of the Uniform Commercial Code as in effect in the State of New York on the date hereof. 
  
 “Uncertificated Security” shall have the meaning given such term in Section 8-102(a)(18) of the UCC. 
  
 “Voting Equity Interests” of any Person shall mean all classes of Equity Interests of such Person entitled to vote. 
  
 3. PLEDGE OF SECURITIES, ETC. 
  
 3.1 Pledge. 
  
 To secure the Obligations now or hereafter owed or to be performed by such
Pledgor, each Pledgor does hereby grant, pledge and assign to the Pledgee for the benefit of the 

  









 
Secured Creditors, and does hereby create a continuing security interest (subject to those Liens permitted to exist with respect to the Collateral pursuant
to the terms of all Secured Debt Agreements then in effect) in favor of the Pledgee for the benefit of the Secured Creditors in, all of its right, title and interest in and to the following, whether now existing or hereafter from time to time
acquired (collectively, the “Collateral”): 
  
 (a) each of the Collateral Accounts (to the extent a security interest therein is not created pursuant to the Security Agreement), including any and all assets of whatever type or kind deposited by such Pledgor in any
such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, monies, checks, drafts, Instruments, Securities or interests therein of any type or
nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to
time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing; 

 
 (b) all Securities owned or held by such Pledgor from
time to time and all options and warrants owned by such Pledgor from time to time to purchase Securities; 
  
 (c) all Limited Liability Company Interests owned by such Pledgor from time to time and all of its right, title and interest in each
limited liability company to which each such Limited Liability Company Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and
agreements governing such Limited Liability Company Interests and applicable law: 
  
 (A) all its capital therein and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets and other
distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests; 
  
 (B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited
liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; 
  
 (C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited
liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests; 
  
 (D) all present and future claims, if any, of such Pledgor against any such limited liability company for monies loaned or advanced, for
services rendered or otherwise; 
  









 (E) all of such Pledgor’s rights under any limited liability company agreement or
operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any such
limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Limited Liability Company Interests and any such
limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and
authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection
with any of the foregoing; and 
  
 (F) all other
property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any
time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; 
  
 (d) all Partnership Interests owned by such Pledgor from time to time and all of its right, title and interest in each partnership to
which each such Partnership Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership
Interests and applicable law: 
  
 (A) all its
capital therein and its interest in all profits, income, surpluses, losses, Partnership Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Partnership Interests; 
  
 (B) all other payments due or to become due to such Pledgor
in respect of Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; 
  
 (C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and
remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests; 
  
 (D) all present and future claims, if any, of such Pledgor against any such partnership for monies loaned or advanced, for services
rendered or otherwise; 
  
 (E) all of such
Pledgor’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership 

  









 
Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any
and all other action on behalf of and in the name of such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or
to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or
other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and 
  
 (F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments
representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all
thereof; 
  
 (e) all Financial Assets and
Investment Property owned by such Pledgor from time to time; 
  
 (f) all Security Entitlements owned by such Pledgor from time to time in any and all of the foregoing; and 
  
 (g) all Proceeds of any and all of the foregoing; 
  

provided that (x) Collateral shall not include, and no Pledgor shall be required at any time to pledge hereunder, more than 65% of the total combined voting
power of all classes of Voting Equity Interests of any Exempted Foreign Entity (and it is acknowledged and agreed that if more than 65% of the total combined voting power of all classes of Voting Equity Interest of any Exempted Foreign Entity is
delivered to the Pledgee, the Pledgee shall have a security interest in such Voting Equity Interest only up to an amount equal to 65% of all of the total combined voting power of all classes of Voting Equity Interest) and (y) each Pledgor shall be
required to pledge hereunder 100% of the Non-Voting Equity Interests of each Exempted Foreign Entity at any time and from time to time acquired by such Pledgor, which Non-Voting Equity Interests shall not be subject to the limitations described in
preceding clause (x). 
  
 3.2 Procedures. 
  
 (a) To the extent that any Pledgor at any time or from time to time owns,
acquires or obtains any right, title or interest in any Collateral, such Collateral shall automatically (and without the taking of any action by such Pledgor) be pledged pursuant to Section 3.1 of this Agreement and, in addition thereto, such
Pledgor shall (to the extent provided below) take the following actions as set forth below (as promptly as practicable and, in any event, within 10 Business Days after it obtains such Collateral) for the benefit of the Pledgee and the other Secured
Creditors: 
  
 (i) with respect to a Certificated
Security (other than a Certificated Security credited on the books of a Clearing Corporation or Securities Intermediary), such Pledgor 

  









 
shall physically deliver such Certificated Security to the Pledgee, endorsed to the Pledgee or endorsed in blank to the extent the interests represented by
such Certificated Security are required to be pledged hereunder; 
  
 (ii) with respect to an Uncertificated Security (other than an Uncertificated Security credited on the books of a Clearing Corporation or Securities Intermediary), such Pledgor shall cause the issuer of such
Uncertificated Security to duly authorize, execute, and deliver to the Pledgee, an agreement for the benefit of the Pledgee and the other Secured Creditors substantially in the form of Annex H hereto (appropriately completed to the satisfaction of
the Pledgee and with such modifications, if any, as shall be reasonably satisfactory to the Pledgee) pursuant to which such issuer agrees to comply with any and all instructions originated by the Pledgee without further consent by the registered
owner and not to comply with instructions regarding such Uncertificated Security (and any Partnership Interests and Limited Liability Company Interests issued by such issuer) originated by any other Person other than a court of competent
jurisdiction; 
  
 (iii) with respect to a
Certificated Security, Uncertificated Security, Partnership Interest or Limited Liability Company Interest credited on the books of a Clearing Corporation or Securities Intermediary (including a Federal Reserve Bank, Participants Trust Company or
The Depository Trust Company), such Pledgor shall promptly notify the Pledgee thereof and shall promptly take (x) all actions required (i) to comply with the applicable rules of such Clearing Corporation or Securities Intermediary and (ii) to
perfect the security interest of the Pledgee under applicable law (including, in any event, under Sections 9-314(a), (b) and (c), 9-106 and 8-106(d) of the UCC) and (y) such other actions as the Pledgee deems necessary or desirable to effect the
foregoing; 
  
 (iv) with respect to a Partnership
Interest or a Limited Liability Company Interest (other than a Partnership Interest or Limited Liability Company Interest credited on the books of a Clearing Corporation or Securities Intermediary), (1) if such Partnership Interest or Limited
Liability Company Interest is represented by a certificate and is a Security for purposes of the UCC, the procedure set forth in Section 3.2(a)(i) hereof, and (2) if such Partnership Interest or Limited Liability Company Interest is not represented
by a certificate or is not a Security for purposes of the UCC, the procedure set forth in Section3.2(a)(ii) hereof; 
  
 (v) with respect to any Note (other than a Note which (i) is not an intercompany note and (ii) does not have a principal amount in excess
of $300,000), physical delivery of such Note to the Pledgee, endorsed in blank, or, at the request of the Pledgee, endorsed to the Pledgee; and 
  
 (vi) with respect to cash proceeds from any of the Collateral described in Section 3.1 hereof, (i) establishment by the Pledgee of a cash
account in the name of such Pledgor over which the Pledgee shall have “control” within the meaning of the UCC and at any time any Default or Event of Default is in existence no withdrawals or transfers may be made therefrom by any Person
except with the prior written consent of the Pledgee and (ii) deposit of such cash in such cash account. 
  









 (b) In addition to the actions required to be taken pursuant to Section 3.2(a) hereof, each Pledgor shall
take the following additional actions with respect to the Collateral: 
  
 (i) with respect to all Collateral of such Pledgor whereby or with respect to which the Pledgee may obtain “control” thereof within the meaning of Section 8-106 of the UCC (or under any provision of the UCC
as same may be amended or supplemented from time to time, or under the laws of any relevant State other than the State of New York), such Pledgor shall take all actions as may be reasonably requested from time to time by the Pledgee so that
“control” of such Collateral is obtained and at all times held by the Pledgee; and 
  
 (ii) each Pledgor shall from time to time cause appropriate financing statements (on appropriate forms) under the Uniform Commercial Code
as in effect in the various relevant States, covering all Collateral hereunder (with the form of such financing statements to be reasonably satisfactory to the Pledgee), to be filed in the relevant filing offices so that at all times the
Pledgee’s security interest in all Investment Property and other Collateral which can be perfected by the filing of such financing statements (in each case to the maximum extent perfection by filing may be obtained under the laws of the
relevant States, including, without limitation, Section 9-312(a) of the UCC) is so perfected. 
  
 3.3 Subsequently Acquired Collateral. 
  
 If any Pledgor shall acquire (by purchase, stock dividend, distribution or otherwise) any additional Collateral at any time or from time to time after the date hereof, (i) such Collateral shall automatically (and
without any further action being required to be taken) be subject to the pledge and security interests created pursuant to Section 3.1 hereof and, furthermore, such Pledgor will thereafter take (or cause to be taken) all action (as promptly as
practicable and, in any event, within 10 Business Days after it obtains such Collateral) with respect to such Collateral in accordance with the procedures set forth in Section 3.2 hereof, and will promptly thereafter deliver to the Pledgee (i) a
certificate executed by an authorized officer of such Pledgor describing such Collateral and certifying that the same has been duly pledged in favor of the Pledgee (for the benefit of the Secured Creditors) hereunder and (ii) supplements to Annexes
A through G hereto as are necessary to cause such Annexes to be complete and accurate at such time. Without limiting the foregoing, each Pledgor shall be required to pledge hereunder the Equity Interests of any Exempted Foreign Entity at any time
and from time to time after the date hereof acquired by such Pledgor, provided that (x) no Pledgor shall be required at any time to pledge hereunder more than 65% of the total combined voting power of all classes of Voting Equity Interests of
any Exempted Foreign Entity and (y) each Pledgor shall be required to pledge hereunder 100% of the Non-Voting Equity Interests of each Exempted Foreign Entity at any time and from time to time acquired by such Pledgor. 
  
 3.4 Transfer Taxes. 
  
 Each pledge of Collateral under Section 3.1 or Section 3.3 hereof shall be
accompanied by any transfer tax stamps required in connection with the pledge of such Collateral. 
  









 3.5 Certain Representations and Warranties Regarding the Collateral. 
  
 Each Pledgor represents and warrants that on the date hereof: (i) each
Subsidiary of such Pledgor, and the direct ownership thereof, is listed in Annex B hereto; (ii) the Stock (and any warrants or options to purchase Stock) held by such Pledgor consists of the number and type of shares of the stock (or warrants or
options to purchase any stock) of the corporations as described in Annex C hereto; (iii) such Stock referenced in clause (ii) of this paragraph constitutes that percentage of the issued and outstanding capital stock of the issuing corporation as is
set forth in Annex C hereto; (iv) the Notes held by such Pledgor consist of the promissory notes described in Annex D hereto where such Pledgor is listed as the lender; (v) the Limited Liability Company Interests held by such Pledgor consist of the
number and type of interests of the Persons described in Annex E hereto; (vi) each such Limited Liability Company Interest referenced in clause (v) of this paragraph constitutes that percentage of the issued and outstanding equity interest of the
issuing Person as set forth in Annex E hereto; (vii) the Partnership Interests held by such Pledgor consist of the number and type of interests of the Persons described in Annex F hereto; (viii) each such Partnership Interest referenced in clause
(viii) of this paragraph constitutes that percentage or portion of the entire partnership interest of the Partnership as set forth in Annex F hereto; (ix) the exact address of each chief executive office of such Pledgor is listed on Annex G hereto;
(x) the Pledgor has complied with the respective procedure set forth in Section 3.2(a) hereof with respect to each item of Collateral described in Annexes C through F hereto; and (xi) on the date hereof, such Pledgor owns no other Securities, Stock,
Notes, Limited Liability Company Interests or Partnership Interests. 
  
 4. APPOINTMENT OF SUB-AGENTS; ENDORSEMENTS, ETC. 
  
 The
Pledgee shall have the right to appoint one or more sub-agents for the purpose of retaining physical possession of the Collateral, which may be held (in the reasonable discretion of the Pledgee) in the name of the relevant Pledgor, endorsed or
assigned in blank or in favor of the Pledgee or any nominee or nominees of the Pledgee or a sub-agent appointed by the Pledgee. 
  
 5. VOTING, ETC., WHILE NO EVENT OF DEFAULT. 
  
 Unless and until there shall have occurred and be continuing any Event of Default under the Credit Agreement, each Pledgor shall be entitled to exercise
any and all voting and other consensual rights pertaining to the Collateral owned by it, and to give consents, waivers or ratifications in respect thereof; provided that, in each case, no vote shall be cast or any consent, waiver or
ratification given or any action taken or omitted to be taken which would violate, result in a breach of any covenant contained in, or be inconsistent with any of the terms of any Secured Debt Agreement, or which could reasonably be expected to have
the effect of impairing the value of the Collateral or any part thereof or the position or interests of the Pledgee or any other Secured Creditor in the Collateral, unless expressly permitted by the terms of the Secured Debt Agreements. All such
rights of each Pledgor to vote and to give consents, waivers and ratifications shall cease in case an Event of Default has occurred and is continuing, and Section 7 hereof shall become applicable. 
  









 6. DIVIDENDS AND OTHER DISTRIBUTIONS. 
  
 Unless and until there shall have occurred and be continuing an Event of Default and, other than in the case of an Event of
Default under Section 10.05 of the Credit Agreement, the Pledgee shall have given notice of its intent to exercise such rights to the Pledgor, all cash dividends, cash distributions, cash Proceeds and other cash amounts payable in respect of the
Collateral shall be paid to the respective Pledgor, provided, that all cash dividends payable in respect of the Pledged Stock which are reasonably determined by the Pledgee to represent in whole or in part an extraordinary, liquidating or
other distribution in return of capital shall be paid, to the extent so determined to represent an extraordinary, liquidating or other distribution in return of capital, to the Pledgee and retained by it as part of the Collateral. While this
Agreement is in effect, the Pledgee shall be entitled to receive directly, and to retain as part of the Collateral: 
  
 (i) all other or additional stock, notes, certificates, limited liability company interests, partnership interests, instruments or other
securities or property (including, but not limited to, cash dividends other than as set forth above) paid or distributed by way of dividend or otherwise in respect of the Collateral; 
  
 (ii) all other or additional stock, notes, certificates, limited liability company interests, partnership
interests, instruments or other securities or property (including, but not limited to, cash (although such cash may be paid directly to the respective Pledgor so long as no Event of Default then exists)) paid or distributed in respect of the
Collateral by way of stock-split, spin-off, split-up, reclassification, combination of shares or similar rearrangement; and 
  
 (iii) all other or additional stock, notes, certificates, limited liability company interests, partnership interests, instruments or other
securities or property (including, but not limited to, cash) which may be paid in respect of the Collateral by reason of any consolidation, merger, exchange of stock, conveyance of assets, liquidation or similar corporate or other reorganization.

  
 Nothing contained in this Section 6 shall limit or restrict in any way the
Pledgee’s right to receive the proceeds of the Collateral in any form in accordance with Section 3 of this Agreement. All dividends, distributions or other payments which are received by any Pledgor contrary to the provisions of this Section 6
or Section 7 hereof shall be received in trust for the benefit of the Pledgee, shall be segregated from other property or funds of such Pledgor and shall be forthwith paid over to the Pledgee as Collateral in the same form as so received (with any
necessary endorsement). 
  
 7. REMEDIES IN CASE OF AN EVENT OF
DEFAULT. 
  
 If there shall have occurred and be continuing an
Event of Default, then and in every such case, the Pledgee shall be entitled to exercise all of the rights, powers and remedies (whether vested in it by this Agreement, any other Secured Debt Agreement or by law) for the protection and enforcement
of its rights in respect of the Collateral, and the Pledgee shall be entitled to exercise all the rights and remedies of a secured party under the UCC as in effect in any relevant jurisdiction and also shall be entitled, without limitation, to
exercise the following 

  









 
rights, with each Pledgor hereby agreeing that the rights set forth in clauses (i), (ii), (iii), (iv) and (vi) below are commercially reasonable: 

 
 (i) to receive all amounts payable in respect of the
Collateral otherwise payable under Section 6 hereof to the respective Pledgor; 
  
 (ii) to transfer all or any part of the Collateral into the Pledgee’s name or the name of its nominee or nominees; 
  
 (iii) to accelerate any Pledged Note which may be
accelerated in accordance with its terms, and take any other lawful action to collect upon any Pledged Note (including, without limitation, to make any demand for payment thereon); 
  
 (iv) to vote (and exercise all rights and powers in respect of voting) all or any part of the Collateral
(whether or not transferred into the name of the Pledgee) and give all consents, waivers and ratifications in respect of the Collateral and otherwise act with respect thereto as though it were the outright owner thereof (each Pledgor hereby
irrevocably constituting and appointing the Pledgee the proxy and attorney-in-fact of such Pledgor, with full power of substitution to do so); 
  
 (v) at any time and from time to time to sell, assign and deliver, or grant options to purchase, all or any part of the Collateral, or any
interest therein, at any public or private sale, without demand of performance, advertisement or, notice of intention to sell or of the time or place of sale or adjournment thereof or to redeem or otherwise purchase or dispose (all of which are
hereby waived by each Pledgor), for cash, on credit or for other property, for immediate or future delivery without any assumption of credit risk, and for such price or prices and at such time or times, at such place or places and on such terms as
the Pledgee may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable, provided at least 10 days’ written notice of the time and place of any such sale shall be given to the respective
Pledgor. The Pledgee shall not be obligated to make any such sale of Collateral regardless of whether any such notice of sale has theretofore been given. Each Pledgor hereby waives and releases to the fullest extent permitted by law any right or
equity of redemption with respect to the Collateral, whether before or after sale hereunder, and all rights, if any, of marshalling the Collateral and any other security or the Obligations or otherwise. At any such sale, unless prohibited by
applicable law, the Pledgee on behalf of the Secured Creditors may bid for and purchase all or any part of the Collateral so sold free from any such right or equity of redemption. Neither the Pledgee nor any other Secured Creditor shall be liable
for failure to collect or realize upon any or all of the Collateral or for any delay in so doing nor shall any of them be under any obligation to take any action whatsoever with regard thereto; and 
  
 (vi) to set off any and all Collateral against any and all
Obligations, and to withdraw any and all cash or other Collateral from any and all Collateral Accounts and to apply such cash and other Collateral to the payment of any and all Obligations. 
  









 It is understood and agreed that in respect of Collateral consisting of Uncertificated Securities, Partnership Interests
and Limited Liability Company Interests subject of an agreement substantially in the form of Annex H and as described in Section 3.2(ii), unless an Event of Default has occurred and is continuing, the Pledgee shall not deliver to the issuer of such
Uncertificated Securities, Partnership Interests or Limited Liability Company Interests, as the case may be, a notice stating that the Pledgee is exercising exclusive control of such Uncertificated Securities, Partnership Interests or Limited
Liability Company Interests, as the case may be, under, and as described in such respective agreement. 
  
 8. REMEDIES, CUMULATIVE, ETC. 
  
 Each and every right, power and remedy of the Pledgee provided for in this Agreement or in any other Secured Debt Agreement, or now or hereafter existing
at law or in equity or by statute shall be cumulative and concurrent and shall be in addition to every other such right, power or remedy. The exercise or beginning of the exercise by the Pledgee or any other Secured Creditor of any one or more of
the rights, powers or remedies provided for in this Agreement or any other Secured Debt Agreement or now or hereafter existing at law or in equity or by statute or otherwise shall not preclude the simultaneous or later exercise by the Pledgee or any
other Secured Creditor of all such other rights, powers or remedies, and no failure or delay on the part of the Pledgee or any other Secured Creditor to exercise any such right, power or remedy shall operate as a waiver thereof. Notice to or demand
on any Pledgor in any case shall entitle it to any other or further notice or demand in similar or other circumstances or constitute a waiver of any of the rights of the Pledgee or any other Secured Creditor to any other or further action in any
circumstances without notice or demand. The Secured Creditors agree that this Agreement may be enforced only by the action of the Pledgee, in each case, acting upon the instructions of the Required Secured Creditors, and that no other Secured
Creditor shall have any right individually to seek to enforce or to enforce this Agreement or to realize upon the security to be granted hereby, it being understood and agreed that such rights and remedies may be exercised by the Pledgee for the
benefit of the Secured Creditors upon the terms of this Agreement and the Security Agreement. 
  
 9. APPLICATION OF PROCEEDS. 
  
 (a) All monies collected by the Pledgee upon any sale or other disposition of the Collateral pursuant to the terms of this Agreement, together with all other monies received by the Pledgee hereunder, shall be applied in the manner provided
in the Security Agreement. 
  
 (b) It is understood and agreed
that each Pledgor shall remain jointly and severally liable with respect to its Obligations to the extent of any deficiency between the amount of the proceeds of the Collateral pledged by it hereunder and the aggregate amount of such Obligations.

  
 10. PURCHASERS OF COLLATERAL. 
  
 Upon any sale of the Collateral by the Pledgee hereunder (whether by virtue
of the power of sale herein granted, pursuant to judicial process or otherwise), the receipt of the Pledgee or the officer making such sale shall be a sufficient discharge to the purchaser or 

  









 
purchasers of the Collateral so sold, and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money
paid over to the Pledgee or such officer or be answerable in any way for the misapplication or nonapplication thereof. 
  
 11. INDEMNITY. 
  
 Each Pledgor jointly and severally agrees (i) to indemnify, reimburse and hold harmless the Pledgee and each other Secured Creditor and their respective
successors, assigns, employees, agents and affiliates (individually an “Indemnitee”, and collectively, the “Indemnitees”) from and against any and all obligations, damages, injuries, penalties, claims, demands,
losses, judgments and liabilities (including, without limitation, liabilities for penalties) of whatsoever kind or nature, and (ii) to reimburse each Indemnitee for all reasonable costs, expenses and disbursements, including reasonable
attorneys’ fees and expenses, in each case arising out of or resulting from this Agreement or the exercise by any Indemnitee of any right or remedy granted to it hereunder or under any other Secured Debt Agreement (but excluding any
obligations, damages, injuries, penalties, claims, demands, losses, judgments and liabilities (including, without limitation, liabilities for penalties) or expenses and disbursements of whatsoever kind or nature to the extent incurred or arising by
reason of gross negligence or willful misconduct of the respective Indemnitee, any Affiliate of such Indemnitee, or any of their respective directors, officers, employees, representatives, agents, Affiliates, trustees or investment advisors (as
determined by a court of competent jurisdiction in a final and non-appealable decision)). In no event shall the Pledgee hereunder be liable, in the absence of gross negligence or willful misconduct on its part (as determined by a court of competent
jurisdiction in a final and non-appealable decision), for any matter or thing in connection with this Agreement other than to account for monies or other property actually received by it in accordance with the terms hereof. If and to the extent that
the obligations of any Pledgor under this Section 11 are unenforceable for any reason, such Pledgor hereby agrees to make the maximum contribution to the payment and satisfaction of such obligations which is permissible under applicable law. The
indemnity obligations of each Pledgor contained in this Section 11 shall continue in full force and effect notwithstanding the full payment of all the Notes issued under the Credit Agreement, the termination of all Interest Rate Protection
Agreements and Letters of Credit, and the payment of all other Obligations and notwithstanding the discharge thereof. 
  
 12. PLEDGEE NOT A PARTNER OR LIMITED LIABILITY COMPANY MEMBER. 
  
 (a) Nothing herein shall be construed to make the Pledgee or any other Secured Creditor liable as a member of any limited liability company or as a
partner of any partnership and neither the Pledgee nor any other Secured Creditor by virtue of this Agreement or otherwise (except as referred to in the following sentence) shall have any of the duties, obligations or liabilities of a member of any
limited liability company or as a partner in any partnership. The parties hereto expressly agree that, unless the Pledgee shall become the absolute owner of Collateral consisting of a Limited Liability Company Interest or a Partnership Interest
pursuant hereto, this Agreement shall not be construed as creating a partnership or joint venture among the Pledgee, any other Secured Creditor, any Pledgor and/or any other Person. 
  









 (b) Except as provided in the last sentence of paragraph (a) of this Section 12, the Pledgee, by
accepting this Agreement, did not intend to become a member of any limited liability company or a partner of any partnership or otherwise be deemed to be a co-venturer with respect to any Pledgor, any limited liability company, partnership and/or
any other Person either before or after an Event of Default shall have occurred. The Pledgee shall have only those powers set forth herein and the Secured Creditors shall assume none of the duties, obligations or liabilities of a member of any
limited liability company or as a partner of any partnership or any Pledgor except as provided in the last sentence of paragraph (a) of this Section 12. 
  
 (c) The Pledgee and the other Secured Creditors shall not be obligated to perform or discharge any obligation of any Pledgor as a result of the pledge
hereby effected. 
  
 (d) The acceptance by the Pledgee of this
Agreement, with all the rights, powers, privileges and authority so created, shall not at any time or in any event obligate the Pledgee or any other Secured Creditor to appear in or defend any action or proceeding relating to the Collateral to which
it is not a party, or to take any action hereunder or thereunder, or to expend any money or incur any expenses or perform or discharge any obligation, duty or liability under the Collateral. 
  
 13. FURTHER ASSURANCES; POWER-OF-ATTORNEY. 
  
 (a) Each Pledgor agrees that it will join with the Pledgee in executing and,
at such Pledgor’s own expense, file and refile under the UCC or other applicable law such financing statements, continuation statements and other documents, in form reasonably acceptable to the Pledgee, in such offices as the Pledgee (acting on
its own or on the instructions of the Required Secured Creditors) may reasonably deem necessary or appropriate and wherever required or permitted by law in order to perfect and preserve the Pledgee’s security interest in the Collateral
hereunder and hereby authorizes the Pledgee to file financing statements and amendments thereto relative to all or any part of the Collateral (including, without limitation, (x) financing statements which list the Collateral specifically and/or
“all assets” as collateral and (y) “in lieu of” financing statements) without the signature of such Pledgor where permitted by law, and agrees to do such further acts and things and to execute and deliver to the Pledgee such
additional conveyances, assignments, agreements and instruments as the Pledgee may reasonably require or deem advisable to carry into effect the purposes of this Agreement or to further assure and confirm unto the Pledgee its rights, powers and
remedies hereunder or thereunder. 
  
 (b) Each Pledgor hereby
constitutes and appoints the Pledgee its true and lawful attorney-in-fact, irrevocably, with full authority in the place and stead of such Pledgor and in the name of such Pledgor or otherwise, from time to time after the occurrence and during the
continuance of an Event of Default, in the Pledgee’s discretion, to act, require, demand, receive and give acquittance for any and all monies and claims for monies due or to become due to such Pledgor under or arising out of the Collateral, to
endorse any checks or other instruments or orders in connection therewith and to file any claims or take any action or institute any proceedings and to execute any instrument which the Pledgee may deem reasonably necessary or advisable to accomplish
the purposes of this Agreement to the fullest extent permitted by applicable law, which appointment as attorney is coupled with an interest. 
  









 14. THE PLEDGEE AS COLLATERAL AGENT. 
  
 The Pledgee will hold in accordance with this Agreement all items of the Collateral at any time received under this
Agreement. It is expressly understood, acknowledged and agreed by each Secured Creditor that by accepting the benefits of this Agreement each such Secured Creditor acknowledges and agrees that the obligations of the Pledgee as holder of the
Collateral and interests therein and with respect to the disposition thereof, and otherwise under this Agreement, are only those expressly set forth in this Agreement and in Section 12 of the Credit Agreement. The Pledgee shall act hereunder on the
terms and conditions set forth herein and in Section 12 of the Credit Agreement. 
  
 15. TRANSFER BY THE PLEDGORS. 
  
 Except as permitted (i) prior to the date all Credit Document Obligations have been paid in full and all Commitments under the Credit Agreement have been terminated, pursuant to the Credit Agreement, and (ii) thereafter, pursuant to the
other Secured Debt Agreements, no Pledgor will sell or otherwise dispose of, grant any option with respect to, or mortgage, pledge or otherwise encumber any of the Collateral or any interest therein. 
  
 16. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGORS. 
  
 (a) Each Pledgor represents, warrants and covenants as to itself and each of
its Subsidiaries that: 
  
 (i) it is the legal,
beneficial and (except as to Securities credited on the books of a Clearing Corporation or a Securities Intermediary) record owner of, and has good and valid title to, all of its Collateral consisting of one or more Securities, Partnership Interests
and Limited Liability Company Interests and that it has sufficient interest in all of its Collateral in which a security interest is purported to be created hereunder for such security interest to attach (subject, in each case, to no pledge, lien,
mortgage, hypothecation, security interest, charge, option, Adverse Claim or other encumbrance whatsoever, except the liens and security interests created by this Agreement or permitted under the Secured Debt Agreements); 
  
 (ii) it has full power, authority and legal right to pledge
all the Collateral pledged by it pursuant to this Agreement; 
  
 (iii) this Agreement has been duly authorized, executed and delivered by such Pledgor and constitutes a legal, valid and binding obligation of such Pledgor enforceable against such Pledgor in accordance with its
terms, except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and by general equitable principles
(regardless of whether enforcement is sought in equity or at law); 
  
 (iv) except to the extent already obtained or made, no consent of any other party (including, without limitation, any stockholder, partner, member or creditor of such Pledgor or any of its Subsidiaries) and no
material consent, license, permit, approval or 

  









 
authorization of, exemption by, notice or report to, or registration, filing or declaration with, any governmental authority is required to be obtained by
such Pledgor in connection with (a) the execution, delivery or performance of this Agreement by such Pledgor, (b) the validity or enforceability of this Agreement against such Pledgor (except as set forth in clause (iii) above), (c) the perfection
or enforceability of the Pledgee’s security interest in such Pledgor’s Collateral or (d) except for compliance with or as may be required by applicable securities laws, the exercise by the Pledgee of any of its rights or remedies provided
herein; 
  
 (v) neither the execution, delivery
or performance by such Pledgor of this Agreement, or any other Secured Debt Agreement to which it is a party, nor compliance by it with the terms and provisions hereof and thereof nor the consummation of the transactions contemplated therein: (i)
will contravene any provision of any applicable law, statute, rule or regulation, or any applicable order, writ, injunction or decree of any court, arbitrator or governmental instrumentality, domestic or foreign, applicable to such Pledgor; (ii)
will conflict or be inconsistent with or result in any breach of any of the terms, covenants, conditions or provisions of, or constitute a default under, or result in the creation or imposition of (or the obligation to create or impose) any Lien
(except pursuant to the Security Documents) upon any of the properties or assets of such Pledgor or any of its Subsidiaries pursuant to the terms of any indenture, lease, mortgage, deed of trust, credit agreement, loan agreement or any other
material agreement, contract or other instrument to which such Pledgor or any of its Subsidiaries is a party or is otherwise bound, or by which it or any of its properties or assets is bound or to which it may be subject (except, in the case of
preceding clauses (i) and (ii), other than in the case of any contravention or conflict as a result of the execution or performance of any Secured Debt Agreement, if such contraventions, breaches, defaults and/or conflicts, individually and in the
aggregate would not reasonably be expected to have a Material Adverse Effect); or (iii) will violate any provision of the certificate of incorporation, by-laws, certificate of partnership, partnership agreement, certificate of formation or limited
liability company agreement (or equivalent organizational documents), as the case may be, of such Pledgor or any of its Subsidiaries; 
  
 (vi) all of such Pledgor’s Collateral (consisting of Securities, Limited Liability Company Interests and Partnership Interests issued
by any Pledgor or any Subsidiary of any Pledgor) has been duly and validly issued, is fully paid and non-assessable and is subject to no options to purchase or similar rights; 
  
 (vii) each of such Pledgor’s Pledged Notes issued by any Pledgor or any Subsidiary of any Pledgor
constitutes, or when executed by the obligor thereof will constitute, the legal, valid and binding obligation of such obligor, enforceable in accordance with its terms, except to the extent that the enforceability thereof may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforcement is sought in equity or at law); 
  
 (viii) the pledge, collateral assignment and delivery to the
Pledgee of such Pledgor’s Collateral consisting of Certificated Securities and Pledged Notes pursuant to 

  









 
this Agreement and the continued possession thereof by the Pledgee or an Affiliate creates a valid and perfected first priority security interest in such
Certificated Securities and Pledged Notes, and the proceeds thereof, subject to no prior Lien or encumbrance or to any agreement purporting to grant to any third party a Lien or encumbrance on the property or assets of such Pledgor which would
include the Securities (other than the liens and security interests permitted under the Secured Debt Agreements then in effect) and the Pledgee is entitled to all the rights, priorities and benefits afforded by the UCC or other relevant law as
enacted in any relevant jurisdiction to perfect security interests in respect of such Collateral; and 
  
 (ix) with respect to Collateral consisting of a Security Entitlement, the respective Pledgor shall have taken all steps in its control so
that the Pledgee obtains “control” (as defined in Section 8-106 of the UCC) over such Security Entitlement, except to the extent that the obligation of the applicable Pledgor to provide the Pledgee with “control” of such
Collateral has not yet arisen under this Agreement. 
  
 (b) Each
Pledgor covenants and agrees that it will defend the Pledgee’s right, title and security interest in and to such Pledgor’s Collateral and the proceeds thereof against the claims and demands of all persons whomsoever; and each Pledgor
covenants and agrees that it will have like title to and right to pledge any other property at any time hereafter pledged to the Pledgee by such Pledgor as Collateral hereunder and will likewise defend the right thereto and security interest therein
of the Pledgee and the other Secured Creditors. 
  
 (c) Each
Pledgor covenants and agrees that it will take no action which would violate any of the terms of any Secured Debt Agreement. 
  
 17. LEGAL NAMES; TYPE OF ORGANIZATION (AND WHETHER A REGISTERED ORGANIZATION AND/OR A TRANSMITTING UTILITY); JURISDICTION OF ORGANIZATION; LOCATION;
ORGANIZATIONAL IDENTIFICATION NUMBERS; CHANGES THERETO; ETC. 
  
 The exact legal name of each Pledgor, the type of organization of such Pledgor, whether or not such Pledgor is a Registered Organization, the jurisdiction of organization of such Pledgor, such Pledgor’s Location, the organizational
identification number (if any) of each Pledgor, and whether or not such Pledgor is a Transmitting Utility, is listed on Annex A hereto for such Pledgor. No Pledgor shall change its legal name, its type of organization, its status as a Registered
Organization (in the case of a Registered Organization), its status as a Transmitting Utility or as a Person which is not a Transmitting Utility, as the case may be, its jurisdiction of organization, its Location, or its organizational
identification number (if any), except that any such changes shall be permitted (so long as not in violation of the applicable requirements of the Secured Debt Agreements and so long as same do not involve (x) a Registered Organization ceasing to
constitute same or (y) any Pledgor changing its jurisdiction of organization or Location from the United States or a State thereof to a jurisdiction of organization or Location, as the case may be, outside the United States or a State thereof) if
(i) it shall have given to the Collateral Agent not less than 15 days’ prior written notice of each change to the information listed on Annex A (as adjusted for any subsequent changes thereto previously made in accordance with this sentence),
together with a supplement to Annex A which shall correct all information 

  









 
contained therein for such Pledgor, and (ii) in connection with the respective such change or changes, it shall have taken all action reasonably requested by
the Collateral Agent to maintain the security interests of the Collateral Agent in the Collateral intended to be granted hereby at all times fully perfected and in full force and effect. In addition, to the extent that any Pledgor does not have an
organizational identification number on the date hereof and later obtains one, such Pledgor shall promptly thereafter deliver a notification of the Collateral Agent of such organizational identification number and shall take all actions reasonably
satisfactory to the Collateral Agent to the extent necessary to maintain the security interest of the Collateral Agent in the Collateral intended to be granted hereby fully perfected and in full force and effect. 
  
 18. PLEDGORS’ OBLIGATIONS ABSOLUTE, ETC. 
  
 The obligations of each Pledgor under this Agreement shall be absolute and
unconditional and shall remain in full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or occurrence whatsoever (other than termination of this Agreement
pursuant to Section 20 or, with respect to a specific Pledgor, release of such Pledgor pursuant to Section 32 hereof), including, without limitation: 
  
 (i) any renewal, extension, amendment or modification of, or addition or supplement to or deletion from any Secured Debt Agreement (other
than this Agreement in accordance with its terms), or any other instrument or agreement referred to therein, or any assignment or transfer of any thereof; 
  
 (ii) any waiver, consent, extension, indulgence or other action or inaction under or in respect of any such agreement or instrument
including, without limitation, this Agreement (other than a waiver, consent or extension with respect to this Agreement in accordance with its terms); 
  
 (iii) any furnishing of any additional security to the Pledgee or its assignee or any acceptance thereof or any release of any security by
the Pledgee or its assignee; 
  
 (iv) any
limitation on any party’s liability or obligations under any such instrument or agreement or any invalidity or unenforceability, in whole or in part, of any such instrument or agreement or any term thereof; or 
  
 (v) any bankruptcy, insolvency, reorganization, composition,
adjustment, dissolution, liquidation or other like proceeding relating to any Pledgor or any Subsidiary of any Pledgor, or any action taken with respect to this Agreement by any trustee or receiver, or by any court, in any such proceeding, whether
or not such Pledgor shall have notice or knowledge of any of the foregoing. 
  
 19. SALE OF COLLATERAL WITHOUT REGISTRATION. 
  
 (a) If the Pledgee shall determine to exercise its rights to sell any or all of the Collateral pursuant to Section 7, and if in the reasonable opinion of the Pledgee it is necessary or reasonably advisable to have the
Collateral, or that portion thereof to be sold, registered under the provisions of the federal or state securities laws, such Pledgor as soon as practicable and at its 

  









 
expense will use its reasonable best efforts to cause such registration to be effected (and be kept effective) and will use its reasonable best efforts to
cause such qualification and compliance to be effected (and be kept effective) as may be so requested and as would permit or facilitate the sale and distribution of such Collateral consisting of Securities, Limited Liability Company Interests or
Partnership Interests, including, without limitation, registration under the Securities Act, as then in effect (or any similar statute then in effect), appropriate qualifications under applicable blue sky or other state securities laws and
appropriate compliance with any other governmental requirements; provided, that the Pledgee shall furnish to such Pledgor such information regarding the Pledgee as such Pledgor may request in writing and as shall be required in connection
with any such registration, qualification or compliance. Each Pledgor will cause the Pledgee to be kept reasonably advised in writing as to the progress of each such registration, qualification or compliance and as to the completion thereof, will
furnish to the Pledgee such number of prospectuses, offering circulars and other documents incident thereto as the Pledgee from time to time may reasonably request, and will indemnify, to the extent permitted by law, the Pledgee and all other
Secured Creditors participating in the distribution of such Collateral consisting of Securities, Limited Liability Company Interests or Partnership Interests against all claims, losses, damages and liabilities caused by any untrue statement (or
alleged untrue statement) of a material fact contained therein (or in any related registration statement, notification or the like) or by any omission (or alleged omission) to state therein (or in any related registration statement, notification or
the like) a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same may have been caused by an untrue statement or omission based upon information furnished in writing to
such Pledgor by the Pledgee or such other Secured Creditor expressly for use therein. 
  
 (b) If at any time when the Pledgee shall determine to exercise its right to sell all or any part of the Collateral consisting of Securities, Limited Liability Company Interests or Partnership Interests pursuant to
Section 7 hereof, and such Collateral or the part thereof to be sold shall not, for any reason whatsoever, be effectively registered under the Securities Act, as then in effect, the Pledgee may, in its sole and absolute discretion, sell such
Collateral or part thereof by private sale in such manner and under such circumstances as the Pledgee may deem necessary or advisable in order that such sale may legally be effected without such registration. Without limiting the generality of the
foregoing, in any such event the Pledgee, in its sole and absolute discretion (i) may proceed to make such private sale notwithstanding that a registration statement for the purpose of registering such Collateral or part thereof shall have been
filed under such Securities Act, (ii) may approach and negotiate with a single possible purchaser to effect such sale, and (iii) may restrict such sale to a purchaser who will represent and agree that such purchaser is purchasing for its own
account, for investment, and not with a view to the distribution or sale of such Collateral or part thereof. In the event of any such sale, the Pledgee shall incur no responsibility or liability for selling all or any part of the Collateral at a
price which the Pledgee, in its sole and absolute discretion, may in good faith deem reasonable under the circumstances, notwithstanding the possibility that a substantially higher price might be realized if the sale were deferred until the
registration as aforesaid. 
  
 20. TERMINATION; RELEASE.

  
 (a) On the Termination Date (as defined below), this Agreement
shall terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof 

  









 
shall survive any such termination) and the Pledgee, at the request and expense of such Pledgor, will execute and deliver to such Pledgor a proper instrument
or instruments (including UCC termination statements) acknowledging the satisfaction and termination of this Agreement (including, without limitation, UCC termination statements and instruments of satisfaction, discharge and/or reconveyance), and
will duly release from the security interest created hereby and assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee and as has
not theretofore been sold or otherwise applied or released pursuant to this Agreement, together with any moneys at the time held by the Pledgee or any of its sub-agents hereunder and, with respect to any Collateral consisting of an Uncertificated
Security, a Partnership Interest or a Limited Liability Company Interest (other than an Uncertificated Security, Partnership Interest or Limited Liability Company Interest credited on the books of a Clearing Corporation or Securities Intermediary),
a termination of the agreement relating thereto executed and delivered by the issuer of such Uncertificated Security pursuant to Section 3.2(a)(ii) or by the respective partnership or limited liability company pursuant to Section 3.2(a)(iv)(2). As
used in this Agreement, “Termination Date” shall mean the date upon which the Commitments under the Credit Agreement have been terminated and all Interest Rate Protection Agreements entitled to the benefits of this Agreement have
been terminated, no Letter of Credit or Note (as defined in the Credit Agreement) is outstanding (and all Loans have been paid in full), all Letters of Credit have been terminated, and all other Obligations (other than indemnities described in
Section 11 hereof and described in Section 13.01 of the Credit Agreement, and any other indemnities set forth in any other Security Documents, in each case which are not then due and payable) then due and payable have been paid in full. 

 
 (b) In the event that any part of the Collateral is sold or otherwise
disposed of (to a Person other than a Credit Party) (x) at any time prior to the time at which all Credit Document Obligations have been paid in full and all Commitments and Letters of Credit under the Credit Agreement have been terminated, in
connection with a sale or disposition permitted by Section 9.02 of the Credit Agreement or is otherwise released at the direction of the Required Lenders (or all the Lenders if required by Section 13.12 of the Credit Agreement) or (y) at any time
thereafter, to the extent permitted by the other Secured Debt Agreements, and in the case of clauses (x) and (y), the proceeds of such sale or disposition (or from such release) are applied in accordance with the terms of the Credit Agreement or
such other Secured Debt Agreement, as the case may be, to the extent required to be so applied, the Pledgee, at the request and expense of such Pledgor, will duly release from the security interest created hereby (and will execute and deliver such
documentation, including termination or partial release statements and the like in connection therewith) and assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as is then
being (or has been) so sold or released and as may be in the possession of the Pledgee (or, in the case of Collateral held by any sub-agent designated pursuant to Section 4 hereto, such sub-agent) and has not theretofore been released pursuant to
this Agreement. 
  
 (c) At any time that any Pledgor desires that
Collateral be released as provided in the foregoing Section 20(a) or (b), it shall deliver to the Pledgee (and the relevant sub-agent, if any, designated pursuant to Section 4 hereof) a certificate signed by an authorized officer of such Pledgor
stating that the release of the respective Collateral is permitted pursuant to Section 20(a) or (b) hereof. If reasonably requested by the Pledgee (although the Pledgee shall have no obligation 

  









 
to make any such request), the relevant Pledgor shall furnish appropriate legal opinions (from counsel, reasonably acceptable to the Pledgee) to the effect
set forth in the immediately preceding sentence. 
  
 (d) The
Pledgee shall have no liability whatsoever to any other Secured Creditor as the result of any release of Collateral by it in accordance with (or which the Collateral Agent in the absence of gross negligence and willful misconduct believes to be in
accordance with) this Section 20. 
  
 21. NOTICES, ETC.

  
 Except as otherwise specified herein, all notices, requests,
demands or other communications to or upon the respective parties hereto shall be sent or delivered by mail, telegraph, telex, telecopy, cable or courier service and all such notices and communications shall, when mailed, telegraphed, telexed,
telecopied, or cabled or sent by courier, be effective when deposited in the mails, delivered to the telegraph company, cable company or overnight courier, as the case may be, or sent by telex or telecopier, except that notices and communications to
the Pledgee or any Pledgor shall not be effective until received by the Pledgee or such Pledgor, as the case may be. All notices and other communications shall be in writing and addressed as follows: 
  
 (a) if to any Pledgor, at its address set forth opposite its signature below;

  
 (b) if to the Pledgee, at: 
  
 Deutsche Bank Trust Company Americas 
 60 Wall Street 
 New York, New York 10005

 Attention: Albert Fischetti 
 Telephone No.: (212) 250-0452 
 Telecopier No.: (212) 797-5904 
  
 (c) if to any Lender Creditor, either (x) to the Administrative Agent, at the address of the Administrative Agent specified
in the Credit Agreement, or (y) at such address as such Lender Creditor shall have specified in the Credit Agreement; 
  
 (d) if to any Other Creditor, at such address as such Other Creditor shall have specified in writing to the Pledgors and the Pledgee; 
  
 or at such other address or addressed to such other individual as shall have been furnished
in writing by any Person described above to the party required to give notice hereunder. 
  
 22. WAIVER; AMENDMENT. 
  
 Except
as provided in Sections 30 and 32 hereof, none of the terms and conditions of this Agreement may be changed, waived, modified or varied in any manner whatsoever except in accordance with the requirements specified in the Security Agreement.

  









 23. SUCCESSORS AND ASSIGNS. 
  
 This Agreement shall create a continuing security interest in the Collateral and shall (i) remain in full force and effect,
subject to release and/or termination as set forth in Section 20, (ii) be binding upon each Pledgor, its successors and assigns; provided, however, that no Pledgor shall assign any of its rights or obligations hereunder without the
prior written consent of the Pledgee (with the prior written consent of the Required Secured Creditors), and (iii) inure, together with the rights and remedies of the Pledgee hereunder, to the benefit of the Pledgee, the other Secured Creditors and
their respective successors, transferees and assigns. All agreements, statements, representations and warranties made by each Pledgor herein or in any certificate or other instrument delivered by such Pledgor or on its behalf under this Agreement
shall be considered to have been relied upon by the Secured Creditors and shall survive the execution and delivery of this Agreement and the other Secured Debt Agreements regardless of any investigation made by the Secured Creditors or on their
behalf. 
  
 24. HEADINGS DESCRIPTIVE. 
  
 The headings of the several Sections of this Agreement are inserted for
convenience only and shall not in any way affect the meaning or construction of any provision of this Agreement. 
  
 25. GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE; WAIVER OF JURY TRIAL. 
  
 (a) THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE
GOVERNED BY THE LAW OF THE STATE OF NEW YORK. ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF NEW
YORK, IN EACH CASE WHICH ARE LOCATED IN THE COUNTY OF NEW YORK, AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE
NON-EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS. EACH SUCH PARTY HEREBY FURTHER IRREVOCABLY WAIVES ANY CLAIM THAT ANY SUCH COURTS LACK PERSONAL JURISDICTION OVER IT, AND AGREES NOT TO PLEAD OR CLAIM IN ANY LEGAL ACTION OR PROCEEDING WITH RESPECT
TO THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT BROUGHT IN ANY OF THE AFORESAID COURTS THAT ANY SUCH COURT LACKS PERSONAL JURISDICTION OVER IT. EACH SUCH PARTY FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED
COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO ANY SUCH PARTY AT ITS ADDRESS FOR NOTICES AS PROVIDED IN SECTION 21 ABOVE, SUCH SERVICE TO BECOME EFFECTIVE 30 DAYS AFTER
SUCH MAILING. EACH SUCH PARTY HEREBY IRREVOCABLY WAIVES ANY OBJECTION TO SUCH SERVICE OF PROCESS AND FURTHER IRREVOCABLY WAIVES AND 

  









 
AGREES NOT TO PLEAD OR CLAIM IN ANY ACTION OR PROCEEDING COMMENCED HEREUNDER OR UNDER ANY OTHER CREDIT DOCUMENT THAT SUCH SERVICE OF PROCESS WAS IN ANY WAY
INVALID OR INEFFECTIVE. NOTHING HEREIN SHALL AFFECT THE RIGHT OF ANY SUCH PARTY TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST ANY OTHER PARTY IN ANY OTHER JURISDICTION.

  
 (b) EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY
OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY OF THE AFORESAID ACTIONS OR PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT BROUGHT IN THE COURTS REFERRED TO IN CLAUSE (a) ABOVE
AND HEREBY FURTHER IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. 
  
 (c) EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT
TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER CREDIT DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. 
  
 26. PLEDGOR’S DUTIES. 
  
 It is expressly agreed, anything herein contained to the contrary notwithstanding, that each Pledgor shall remain liable to perform all of the
obligations, if any, assumed by it with respect to the Collateral and the Pledgee shall not have any obligations or liabilities with respect to any Collateral by reason of or arising out of this Agreement, except for the safekeeping of Collateral
actually in Pledgor’s possession, nor shall the Pledgee be required or obligated in any manner to perform or fulfill any of the obligations of any Pledgor under or with respect to any Collateral. 
  
 27. COUNTERPARTS. 
  
 This Agreement may be executed in any number of counterparts and by the
different parties hereto on separate counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A set of counterparts executed by all the parties hereto
shall be lodged with each Pledgor and the Pledgee. 
  
 28.
SEVERABILITY. 
  
 Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability
in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. 
  









 29. RECOURSE. 
  
 This Agreement is made with full recourse to each Pledgor and pursuant to and upon all the representations, warranties, covenants and agreements on the
part of such Pledgor contained herein and in the other Secured Debt Agreements and otherwise in writing in connection herewith or therewith. 
  
 30. ADDITIONAL PLEDGORS. 
  
 It is understood and agreed that any Subsidiary of Holdings that is required to become a party to this Agreement after the date hereof pursuant to the
requirements of the Credit Agreement or any other Credit Document, shall become a Pledgor hereunder by (x) executing a counterpart hereof, or a joinder agreement in form satisfactory to the Pledgee, and delivering the same to the Pledgee, (y)
delivering supplements to Annexes A through G, hereto as are necessary to cause such annexes to be complete and accurate with respect to such additional Pledgor on such date and (z) taking all actions as specified in this Agreement as would have
been taken by such Pledgor had it been an original party to this Agreement, in each case with all documents required above to be delivered to the Pledgee and with all documents and actions required above to be taken to the reasonable satisfaction of
the Pledgee. 
  
 31. LIMITED OBLIGATIONS. 
  
 It is the desire and intent of each Pledgor and the Secured Creditors that
this Agreement shall be enforced against each Pledgor to the fullest extent permissible under the laws applied in each jurisdiction in which enforcement is sought. Notwithstanding anything to the contrary contained herein, in furtherance of the
foregoing, it is noted that the obligations of each Pledgor constituting a Subsidiary Guarantor have been limited as provided in the Subsidiaries Guaranty. 
  
 32. RELEASE OF PLEDGORS. 
  
 If at any time all of the Equity Interests of any Pledgor owned by the Borrower or any of its Subsidiaries are sold (to a Person other than a Credit
Party) in a transaction permitted pursuant to the Credit Agreement (and which does not violate the terms of any other Secured Debt Agreement then in effect), then, such Pledgor shall be released as a Pledgor pursuant to this Agreement without any
further action hereunder (it being understood that the sale of all of the Equity Interests in any Person that owns, directly or indirectly, all of the Equity Interests in any Pledgor shall be deemed to be a sale of all of the Equity Interests in
such Pledgor for purposes of this Section), and the Pledgee is authorized and directed to execute and deliver such instruments of release as are reasonably satisfactory to it. At any time that the Borrower desires that a Pledgor be released from
this Agreement as provided in this Section 32, the Borrower shall deliver to the Pledgee a certificate signed by a principal executive officer of the Borrower stating that the release of such Pledgor is permitted pursuant to this Section 32. If
requested by Pledgee (although the Pledgee shall have no obligation to make any such request), the Borrower shall furnish legal opinions (from counsel acceptable to the Pledgee) to the effect set forth in the immediately preceding sentence. The
Pledgee shall have no liability whatsoever to any other Secured Creditor as a result of the release of any Pledgor by it in accordance with, or which it believes to be in accordance with, this Section 32. 
  
 * * * * 
  









 IN WITNESS WHEREOF, each Pledgor and the Pledgee have caused this Agreement to be executed by their duly
elected officers duly authorized as of the date first above written. 
  
 Address:

  

					
	 8607 Roberts Drive, Suite 250
 Atlanta, GA 30350
 Tel: 770-645-4800
 Fax: 770-645-4810
	 	 BWAY CORPORATION,
as a Pledgor

	 	 	 By:
	 	 /s/ J. M. O’Connell

	 	 	 	 	 Name: Jeff O’Connell

	 	 	 	 	 Title: Vice President/Secretary

		
	 	 	 BCO HOLDING COMPANY,
as a Pledgor

			
	 	 	 By:
	 	 /s/ James J. Connors

	 	 	 	 	 Name: James J. Connors, II

	 	 	 	 	 Title: Vice President and Secretary


  










			
	ARMSTRONG CONTAINERS, INC.
		
	By:	 	/s/ J. M. O’Connell
	 	 	 Name: Jeff O’Connell
 Title: Vice President/Secretary

	
	SC PLASTICS LLC
		
	By:	 	/s/ J. M. O’Connell
	 	 	 Name: Jeff O’Connell
 Title: Vice President/Secretary

	
	 NORTH AMERICA PACKAGING
 CORPORATION

		
	By:	 	/s/ J. M. O’Connell
	 	 	 Name: Jeff O’Connell
 Title: Vice President/Secretary

	
	 NORTH AMERICA PACKAGING OF PUERTO
 RICO,
INC.

		
	By:	 	/s/ J. M. O’Connell
	 	 	 Name: Jeff O’Connell
 Title: Vice President/Secretary



  









 Accepted and Agreed to: 
  
 DEUTSCHE BANK TRUST COMPANY AMERICAS 
     as Collateral Agent and Pledgee 
  

			
		
	By:	 	/s/ Albert Fischetti
	 	 	 Name: Albert Fischetti
 Title:
Director